Britain: An official handbook > 1993

INDUSTRY AND COMMERCE
duties of directors and members, and the
preparation and filing of accounts. Most
corporate businesses are ‘limited liability’
companies. The liability of members of a
limited company is restricted to contributing
an amount related to their shareholding. In
the case of unincorporated businesses, such
as sole proprietorships or partnerships,
individuals are personally liable for any
business debts, except where a member of a
partnership is a limited liability company.
Companies may be either public or
private. A company must satisfy three
conditions before it can become a public
limited company (pic). It must:
• be limited by shares and have a share
capital;
• state in its memorandum of association
that it is to be a public limited company;
and
• meet specified minimum capital
requirements.
All other British companies are private
companies and are generally prohibited from
offering their shares to the public.
Companies with a place of business in
Britain, but which are incorporated overseas,
are also required to register.
Laws relating to companies are designed
to meet the need for proper regulation of
business, secure open markets and create
greater safeguards for those wishing to invest
in companies or do business with them.
They implement European Community
directives dealing with company laws, and
company and group accounts and their
auditing. Additionally, they permit the
implementation of policy changes designed to
reduce unnecessary regulation of business,
strengthen rules on the disclosure of interest
in shares, and increase powers to investigate
companies.
Insider dealing in shares is a criminal
offence. Inspectors may be appointed to
investigate possible insider dealing.
Throughout Britain, there is a licensing
procedure to ensure the professional
competence, integrity and independence of
people acting as trustees of bankrupt
individuals, or as liquidators, receivers or
administrators of insolvent companies.
The Serious Fraud Office investigates and
prosecutes cases of fraud in England, Wales
and Northern Ireland.
Industrial and Intellectual Property
Legislation secures the rights of the
originators of inventions, new industrial
designs and trade marks. These matters are
administered by the Patent Office, which
includes the Design Registry and the Trade
Marks Registry. The Patent Office is an
executive agency of the DTI. Protection is
also available under the European Patent
Convention and the Patent Co-operation
Treaty. Benefits may be claimed in other
countries by virtue of the International
Convention for the Protection of Industrial
Property.
The Government supports innovation by
protecting the ownership of ideas through
patents, registered designs, trade marks and
copyright. Recent measures include:
• a sharp increase in penalties for making
and trading in pirate sound and film
recordings (including video);
• extension of copyright protection to
owners of computer software;
• widening of the law on trade marks to
embrace services;
• introduction of powers for customs
authorities to prevent the entry of
counterfeit goods;
• introduction of a new form of protection
for designs; and
• new laws to protect performers.
Changes have been proposed to modernise
and simplify existing trade marks law, and to
make trade mark registration and protection
easier.
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